Leafly SPAC pitch deck ($532M valuation)

Confidential and Proprietary 1
We help the world
discover cannabis.
October 2021

Disclaimer
Confidentiality and Disclosures
This confidential presentation (this “Presentation”) contains proprietary and confidential information of Leafly Holdings, Inc. (“Leafly”) and Merida Merger Corp. I (“Merida”) regarding the
potential transaction (the “Transaction”) between Leafly and Merida, and the entire content should be considered “Confidential Information.” This Presentation is being delivered to you for
information purposes only. Any further distribution or reproduction of this Presentation, in whole or in part, or the divulgence of any of its contents, is unauthorized. By accepting the
Presentation, each recipient of this Presentation and its directors, partners, officers, employees, attorneys, agents and representatives (“recipient”) shall maintain the confidentiality of the
information contained herein and all otherwise non-public information disclosed by us, whether orally or in writing, during this Presentation or in these Presentation materials. You also agree not
to distribute, disclose or use such information for any purpose and to return to Leafly and Merida, delete or destroy this Presentation upon request.
Neither Leafly, Merida, nor any of their respective affiliates, control persons, officers, directors, employees, representatives or advisors makes any representation or warranty, express or
implied, as to the accuracy, completeness or reliability of the information contained herein, or any other written or oral information made available in the course of an evaluation of the
Transaction. This Presentation is not intended to be all-inclusive or to contain all the information that a person may desire in considering an investment in Leafly or Merida and is not intended to
form the basis of any investment decision in Leafly or Merida, and any recipient should conduct its own independent analysis of Leafly and Merida and the data contained or referred to in this
Presentation. The recipient acknowledges and agrees that the information contained in this Presentation is preliminary in nature and is subject to change, and any such changes may be
material. Leafly and Merida assume no obligation to update or keep current the information contained in this Presentation, to remove any outdated information or to expressly mark it as being
outdated. This Presentation does not constitute investment, tax, accounting or legal advice or a recommendation. You should consult your own legal, regulatory, tax, business, financial and
accounting advisors to the extent you deem necessary, and you must make your own investment decision and perform your own independent investigation and analysis of an investment in Leafly
and Merida and the Transaction contemplated in this Presentation. To the fullest extent permitted by law, in no circumstances will Leafly, Merida, or any of their respective equityholders,
affiliates, representatives, partners, directors, officers, employees, advisers, or agents be responsible or liable for any direct, indirect or consequential loss or loss of profit arising from the use
of this Presentation, its contents, its omissions, reliance on the information contained within it or on opinions communicated in relation thereto or otherwise arising in connection therewith.
By participating in this Presentation, you acknowledge that you are (i) aware that the United States securities laws prohibit any person who has material, non-public information concerning a
company from purchasing or selling securities of such company or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such
person is likely to purchase or sell such securities, and (ii) familiar with the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the
"Exchange Act"), and that you will neither use, nor cause any third party to use, this Presentation or any information contained herein in contravention of the Exchange Act, including, without
limitation, Rule 10b-5 thereunder. This Presentation shall not constitute a "solicitation" as defined in Section 14 of the Exchange Act.
This Presentation shall neither constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or
sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. This Presentation is not an offer, or a solicitation of an offer, to buy or sell any
investment or other specific product. Any offering of securities (the "Securities") will not be registered under the Securities Act of 1933, as amended (the "Securities Act"). Accordingly, the Securities
must continue to be held unless a subsequent disposition is exempt from the registration requirements of the Securities Act. Investors should consult with their counsel as to the applicable
requirements for a purchaser to avail itself of any exemption under the Securities Act. The transfer of the Securities may also be subject to conditions set forth in an agreement under which they are to
be issued. Investors should be aware that they might be required to bear the final risk of their investment for an indefinite period of time. Neither Leafly, Merida nor any of their respective affiliates,
control persons, officers, directors, employees, representatives or advisors is making an offer of the Securities in any state where the offer is not permitted. This Presentation is intended solely for the
purposes of familiarizing investors. To the extent the terms of any potential Transaction are included in this Presentation, those terms are included for discussion purposes only.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION ("SEC") NOR ANY STATE OR TERRITORIAL SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE SECURITIES OR
DETERMINED IF THIS PRESENTATION IS TRUTHFUL OR COMPLETE.

Disclaimer
Forward-Looking Statements
This Presentation contains certain “forward-looking statements” within the meaning of federal securities laws. Forward-looking statements may include, but are not limited to, statements with
respect to (i) trends in the cannabis industry and Leafly’s market size, including with respect to the potential total addressable market in the industry, (ii) Leafly’s growth prospects, (iii) Leafly’s
projected financial and operational performance, including relative to its competitors, (iv) new product and service offerings Leafly may introduce in the future, (v) the potential Transaction, including
the implied enterprise value, the expected post-closing ownership structure and the likelihood and ability of the parties to successfully consummate the potential Transaction, and (vi) other
statements regarding Leafly’s and Merida’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other
characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate”, “believe”, “continue”, “could”, “estimate”,
“expect”, “intends”, “outlook”, “may”, “might”, “plan”, “possible”, “potential”, “predict”, “project”, “should”, “would”, and similar expressions may identify forward-looking statements, but the
absence of these words does not mean that a statement is not forward-looking. Forward-looking statements are predictions, projections and other statements about future events that are based on
current expectations and assumptions and, as a result, are subject to risks and uncertainties. You should carefully consider the risks and uncertainties described in the "Risk Factors" section of
Merida’s registration statement on Form S-1, any proxy statement/prospectus relating to the Transaction, which is expected to be filed by Merida with the SEC, other documents filed by Merida from
time to time with the SEC, and any risk factors made available to you in connection with Merida, Leafly and the Transaction. These forward-looking statements involve a number of risks and
uncertainties (some of which are beyond the control of Leafly and Merida), and other assumptions, that may cause the actual results or performance to be materially different from those expressed or
implied by these forward-looking statements.
You should not take any statement regarding past trends or activities as a representation that the trends or activities will continue in the future. Forward-looking statements speak only as of the date
they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and none of Leafly, Merida nor any of their respective affiliates, control persons, officers, directors,
employees, representatives or advisors assume any obligation and intend to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.
Neither Leafly, Merida nor any of their respective affiliates, control persons, officers, directors, employees, representatives or advisors gives any assurance that either Leafly or Merida will achieve its
expectations.
Financial Information
The historical financial information regarding Leafly contained in this Presentation has been taken from or prepared based on historical financial statements of Leafly. An audit of such financial
statements in accordance with the requirements of the Public Company Accounting Oversight Board (“PCAOB”) has been completed and such financial statements will be included in the registration
statement/proxy statement related to the Transaction.
Use of Projections
The financial, operational, industry and market projections, estimates and targets in this Presentation are forward-looking statements that are based on assumptions and estimates that are inherently
subject to significant uncertainties and contingencies, many of which are beyond Leafly’s or Merida’s control. While all financial, operational, industry and market projections, estimates, and targets
are necessarily speculative, Leafly and Merida believe that the preparation of prospective financial, operational, industry and market information involves increasingly higher levels of uncertainty the
further out the projection, estimate, or target extends from the date of preparation. The assumptions and estimates underlying the projected, expected, or target results are inherently uncertain and
are subject to a wide variety of significant business, economic, regulatory and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the
financial, operational, industry and market projections, estimates, and targets, including assumptions, risks and uncertainties described in "Forward Looking Statements" above. The inclusion of
financial, operational, industry and market projections, estimates, and targets in this Presentation should not be regarded as an indication that Leafly, Merida, or any of their respective affiliates,
control persons, officers, directors, employees, representatives or advisors, considered or consider such financial, operational, industry and market projections, estimates, and targets to be a reliable
prediction of future events.

Disclaimer
Non-GAAP Financial Measures
This Presentation includes certain non-GAAP financial measures (including on a forward-looking basis) such as Operating Expenses and Operating Income/(Loss), which exclude non-cash expenses
associated with accounting for stock-based compensation, warrants, and earn-outs. These non-GAAP financial measures, and other measures that are calculated using these non-GAAP measures, may
exclude items that are significant in understanding and assessing Leafly’s financial results, and therefore, are an addition, and not a substitute for or superior to, measures of financial performance
prepared in accordance with GAAP, and should not be construed as indicators of our operating performance, liquidity or cash flows generated by operating, investing and financing activities, as there
may be significant factors or trends that they fail to address. Leafly and Merida have included these non-GAAP financial measures (including on a forward-looking basis) because they believe these
measures provide useful supplemental information to investors about Leafly. Leafly’s management uses these non-GAAP financial measures, in conjunction with GAAP financial measures, as an
integral part of managing our business. Using any such financial measure to analyze Leafly’s business would have material limitations because the calculations are, for example, based on the
subjective determination of management regarding the nature and classification of events and circumstances that investors may find significant, and because they exclude significant expenses that
are required by GAAP to be recorded in Leafly’s financial measures. Additionally, other companies may calculate non-GAAP measures differently, or may use other measures to calculate their financial
performance, and therefore Leafly’s non-GAAP measures may not be directly comparable to similarly titled measures of other companies. This Presentation also includes certain projections of non-
GAAP financial measures. Due to the high variability and difficulty in making accurate forecasts and projections of some of the information excluded from these projected measures, together with
some of the excluded information not being ascertainable or accessible, Leafly is unable to quantify certain amounts that would be required to be included in the most directly comparable GAAP
financial measures without unreasonable effort. Consequently, no disclosure of estimated comparable GAAP measures is included and no reconciliation of the forward looking non-GAAP financial
measures is included. We caution investors that non-GAAP financial information, by its nature, departs from traditional accounting conventions. Therefore, its use can make it difficult to compare our
current results with our results from other reporting periods and with the results of other companies.
Industry and Market Data
This Presentation contains certain information concerning Leafly's products, services and industry, including market size and growth rates of the markets in which Leafly participates, that are based
on industry surveys and publications or other publicly available information, other third-party survey data and research reports, and Leafly’s internal sources. This information involves many
assumptions and limitations; therefore, there can be no guarantee as to the accuracy or reliability of such assumptions and you are cautioned not to give undue weight to this information. Further, no
representation is made as to the reasonableness of the assumptions made within or the accuracy or completeness of any projections or modeling or any other information contained herein. Any data on
past performance or modeling contained herein are not an indication as to future performance. None of Leafly, Merida or any of their respective affiliates, control persons, officers, directors,
employees, representatives or advisors has independently verified the accuracy or completeness of any such third-party information. In addition, projections, assumptions, estimates, goals, targets,
plans and trends of the future performance of the industry in which Leafly operates, and its future performance, are necessarily subject to uncertainty and risk due to a variety of factors, including
those described above. These and other factors could cause results to differ materially from those expressed in the estimates made by independent parties and by Leafly and Merida. None of Leafly,
Merida or any of their respective affiliates, control persons, officers, directors, employees, representatives or advisors assumes any obligation to update the information in this presentation.
Risk Factors
For a description of the risks associated with an investment in Leafly, including with respect to its business and operations, we refer you to the “Risk Factors” section in the Appendix to this
Presentation

Disclaimer
Additional Information; Participants in the Solicitation.
If the contemplated Transaction is pursued, Merida will be required to file a preliminary and definitive proxy statement, which may be a part of a registration statement, and other relevant documents with the
SEC. Stockholders and other interested persons are urged to read the proxy statement and any other relevant documents filed with the SEC when they become available because they will contain important
information about Merida, Leafly and the contemplated Transaction. Shareholders will be able to obtain a free copy of the proxy statement (when filed), as well as other filings containing information about
Merida, Leafly and the contemplated Transaction, without charge, at the SEC's website located at www.sec.gov. Merida and its directors and executive officers may be deemed to be participants in the
solicitation of proxies from Merida’s shareholders in connection with the proposed Transaction. A list of the names of such directors and executive officers and information regarding their interests in the
business combination will be contained in the proxy statement/prospectus when available. You may obtain copies of these documents free of charge by directing a written request to Leafly at
investorrelations@leafly.com. This Presentation does not contain all the information that should be considered in the contemplated Transaction. It is not intended to form any basis of any investment decision
or any decision in respect to the contemplated Transaction. The definitive proxy statement will be mailed to shareholder as of a record date to be established for voting on the contemplated business
combination when it becomes available.

6
Confidential and Proprietary
I. Leafly & Market Overview
II. Business Model & Local Market
Focus
III. Content & Community
IV. Product Vision
V. Financial Overview
VI. Transaction Overview
Table of Contents

7
I. Leafly & Market Overview

Leading cannabis & technology team of management and investors
Yoko Miyashita, CEO • Appointed CEO of Leafly in August 2020 after serving as the company’s General
Counsel since 2019
• Spent 14 years at Getty Images, where she led the global legal team as SVP and
general counsel; previously practiced law with Perkins Coie LLP in Seattle
Sam Martin, Chief Operating
Officer
• Serves as Leafly’s Chief Operating Officer
• Since joining in 2015 as Director of Content, has served as Chief Strategy Officer,
Interim CEO (2018), VP of Strategy and Business Development and Chief of Staff
Suresh Krishnaswamy, Chief
Financial Officer
• Serves as Leafly’s Chief Financial Officer
• Brings 25+ years of experience in leading finance and technology roles for global
organizations including CFO of Drift, a renewable energy marketplace, and at major
investment banks including Credit Suisse, Bank of America and Barclays
Dave Cotter, Chief Product and
Technology Officer
• Serves as Leafly’s Chief Product Officer and leads product development and
engineering for Leafly’s consumer and business products
• Most recently served as VP of Digital Products at Nordstrom after selling his text-
based ecommerce startup MessageYes to the company in 2018
Laura Morarity, SVP, Marketing
& Comm.
• Leads marketing, communications and content at Leafly
• Most recently led the global communications and sustainability team at Sonos
Kimberly Boler, General Counsel • Serves as Leafly’s General Counsel
• Brings 20+ years of experience in highly regulated industries, including as AGC of
AIG, GC of Aria Energy and at Simpson Thacher & Bartlett and Duane Morris
Peter Lee, President, Merida
Merger Corp. I
• 20+ years as an investment professional in both public markets and private equity
• Co-founded and was a Managing Partner at Sentinel Rock Capital, a long/short
hedge fund; previously, worked at several investment firms focused on public
markets, including Spring Point Capital, Blackstone Kailix and Tiger Management
Mitchell Baruchowitz, Non-
Executive Chairman of the Board,
Merida Merger Corp. I
• Has ~20 years experience in the legal and finance fields and 10+ years experience in
the legal cannabis industry
• Through his leadership of Merida Capital Partners, has been involved in over 100
cannabis transactions with a notional value over $1 billion

Leafly is where people discover cannabis
A cannabis marketplace powered by community, trust, science, and education
9
Discovery
begins
Discovery
begins
Lab and aggregate data help inform choice
Lab and aggregate data help inform choice
Dispensaries
nearby
Dispensaries
nearby
Compare
products nearby
Compare
products nearby
Add to bag
Add to bag
Expertise +
UGC = trust
Expertise +
UGC = trust

10
$19B
$41B
$70B
$42B
$39B
$30B
$61B
$80B
$100B
2020A 2025E 2030E
Legal Illicit
Legal cannabis access is beyond the tipping point
1) Represents the Company’s estimate of the amount of total sales in state-legalized markets that occurred via e-commerce during 2020.
2) Wall Street research; this projection of total addressable market is based on various assumptions made by Wall Street research.
3) Represents total sales in state- and provincially-legalized markets per Wall Street research for the 2020 period.
4) Represents the Company’s estimate of the amount of total sales in state- and provincially-legalized markets that occur via e-commerce for the 2020 period.
5) Represents the Company’s gross merchandise value for the 2020 period.
6) Cumulative count of active monthly shoppers for the 2020 period.
Consumption expected to grow significantly and Leafly is poised to take share
Total Addressable Market(2)
• During COVID-19, consumers increased consumption and
relied more on digital ordering: ~40% of shopping for
cannabis was online(1)
• Over time, a greater portion of the illicit market is expected
to transition to the legal market
$7B
10MM shoppers
Serviceable market(4)
$19B
30MM shoppers
Total addressable market(3)
$420MM
1.5MM shoppers(6)
Leafly’s market share(5)
2020

11
Leafly by the numbers - where people discover cannabis
A three-sided cannabis marketplace powered by strain & effects data, research, user reviews and the latest cannabis news
1) Brand revenue includes ‘other’ revenue.
2) Sessions figure shown is for 2020 period.
3) Average of monthly active users (“MAUs”) for 2020 period.
4) Average order value (“AOV”) calculated as GMV divided by total gross orders; figure shown is for 2020 period.
5) Represents total paying retail stores and total order-enabled retail stores; figures shown are for 2020 period.
6) Gross merchandise value (“GMV”) represents the direct, attributable online merchandise value ordered on Leafly’s platform; does not include indirect, online to offline merchandise value or footfall attribution; figure shown is 2020 period.
7) Retailer average revenue per account (“ARPA”) calculated as retailer revenue divided by total active retail accounts; figure shown is for 2020 period.
$420MM+
GMV(6)
Key KPIs
Key KPIs
220MM+
Sessions(2)
~$700
Monthly Retailer
ARPA(7)
Leafly's expansive marketplace efficiently and effectively connects all constituencies
Leafly's expansive marketplace efficiently and effectively connects all constituencies
10MM+
MAUs(3)
4,600+
Total Stores (5)
2,400+
Order-Enabled
Stores (5)
$102
AOV(4)
Revenue Forecast (MM)
Revenue Forecast (MM)

12
Cannabis market has unique challenges for consumers, retailers, and brands
Retailer & Brand challenges
● Retailers and brands have to build markets state
by state and find new ways to reach consumers
in each state
● As retailer density increases, retailers
increasingly have to compete to drive new
customer acquisition and transactions
● Traditional advertising channels restrict
cannabis advertising
● Brands/retailers compete with illicit market
Consumer challenges
● Significant consumer education is needed to
understand a complex product and industry,
which historically operated underground
● Brands differ from state to state and shoppers
need guidance on preferences
● A flood of new and experienced users are
entering the market
● Similar to wine, there are infinite strains,
different cannabinoids and terpenes, each with a
different effect
● Multiple and varied use cases, e.g. relaxation,
pain relief, sleep, etc.
The Leafly solution
Market challenges
● Large, rapidly-growing market in different stages of maturation
● Different regulations by market, even for adult-use and medical in the same state
● Novel product set and form factors are confusing
● Challenge of bringing both supply and demand side through the transition from illicit market to legal
Leafly’s strain database and user reviews educate
consumers on the complexities of products and effects
Leafly’s marketplace connects consumers with the
brands and retailers that carry their desired products
Retailers Brands
Consumers
An industry emerging from prohibition with a state-by-state regulatory framework has specific market considerations

Leafly’s focus on Compliance
• Extensive vetting process for onboarding new
retailers and brands to the Leafly platform
• Ensures all THC brands and retailers are licensed
in their states
• No unlicensed suppliers means no untested
products
Marketplace Benefits
• Help retailers structure their marketing and
ordering tools to stay compliant
• Ensures a fair marketplace by only allowing state-
licensed retailers and brands on the platform
• Protects and educates consumers on what they
can buy, purchase limits, and where they can buy
from a licensed retailer
A strong commitment to compliant retailers, paired with leading education, creates a trusted platform for all consumers
License
#414065
License
#414065
Compliance creates an advantage and protects our community

14
Leafly is committed to creating a fair, equitable and inclusive cannabis market
Education Thought leadership Advocacy

15
II. Business Model & Local
Market Focus

125MM Visitors(2)
4,600 Retailers
7,800 Brands
4.2MM
Orders
46%
of shoppers order on
their first visit
50%+
of retailers see their first
order within 1 week of
activating
+295%
increase in shoppers from
2019 to 2020(1)
+338%
increase in orders from
2019 to 2020
COVID accelerated consumer adoption of Leafly’s e-commerce platform
1) Percentage increase in the cumulative count of active monthly shoppers in 2020 vs. 2019.
2) Annual visitors represents the sum of monthly active users over the 12 months of 2020.
3) Refers to retailer return on ad spend (“RoAS”) represented by GMV divided by retail revenue to Leafly.
4) Gross merchandise value (“GMV”) represents the direct, attributable online merchandise value ordered on Leafly’s platform; does not include indirect, online to offline merchandise value or footfall attribution.
Note: metrics shown refer to 2020 statistics unless otherwise noted.
We have built an efficient, networked marketplace

17
Leafly’s revenue generation scales with retailers and brands
Subscription Tiers
No participation in marketplace or other advertising
with Standard Subscription
Retailer
Standard
Monthly subs starting at $99/month
~30% of retailers on platform
A la carte options from $1,000 to $100,000+
(per CPM, per campaign fees)
• Leafly listing
• E-commerce tools
• Menu manager
Retailer
Pro
Brands
• Leafly listing
• Catalog control
• Competitive insights
~70% of retailers on platform
Platform Amplification and Advertising(2)
Platform Amplification and Advertising(2)
• All standard features plus:
• Unlimited deals
• Competitive insights
• Access to advertising platform
Map markers, shopping carousels and a la carte advertising
up to $35,000/month
Retailers and brands pay for information listings, marketplace activation, and advertising across Leafly's platform
1) Figures shown represent 2020 revenue split; excludes ‘other’ revenue.
2) Tools include display ads, sponsored email, branded content and custom activation.
Retail
revenue:
~82%
of
total
revenue
(1)
Brand
revenue:
~18%
of
total
revenue
(1)

18
Leafly has the most comprehensive cannabis technology platform
Consumer Marketplace
Size of Audience
Consumer Matching
Technology
Content & Education Library
Reviews
Market Penetration
Ecomm-Enablement
Monetization at Scale Pre-
Federal Legalization
Data Insights
Leafly has an unrivaled consumer reach and opportunity to convert its audience into shoppers
B2B
B2C

19
• Increased supply density
forces suppliers to
compete for customers
• Leafly’s value
proposition accelerates
as retailers compete for
Leafly shoppers/wallets
• Increased opportunities
for monetization as the
market continues to
mature
When states legalize, Leafly is positioned to capitalize and grow
As states progress legalization, Leafly attracts a larger audience, becoming the epicenter of consumer interest
• Existing legalized states
adding new licenses /
retail locations
• Greenfield states are
legalizing
• Retailers seek out Leafly
as an established
channel for reaching
customers when they
open
• Leafly aggregates
supply, which grows
consumer demand –
flywheel in motion
Market Maturity
Stage 2
• Consumers on Leafly
before legalization
Stage 1
Background Chart: Traffic (monthly
sessions) of an East Coast state & its
legalization status (Jul‘15 – May‘21)
– Illegal
– Legalization
– Implementation
Stage 3
Stage 4

20
Pre-Pandemic
Jan-20
Post-Pandemic
Mar-21
% Growth from Jan-20 to Mar-21
Southwest State
Ending Retail Accounts 139 159
Order-Enabled Stores 95 143
Orders (in k’s) 67.0 162.0
GMV (in MM’s) $5.8 $17.1
ARPA(1) $3,221 $3,612
Retail Revenue (in k’s) $447.8 $574.3
East Coast State
Orders (in k’s) 9.2 34.2
GMV (in MM’s) $1.0 $4.2
ARPA(1) $528 $663
Midwest State
Orders (in k’s) 8.0 16.0
GMV (in MM’s) $1.0 $1.9
ARPA(1) $554 $711
Leafly orders, stores, and ARPA grew rapidly during the pandemic
14%
51%
142%
193%
12%
28%
0%
50%
100%
150%
200%
Ending
Retail
Accounts
Order-Enabled
Stores
Orders GMV ARPA Retail
Revenue
3%
40%
270%
303%
26% 30%
0%
50%
100%
150%
350%
Ending
Retail
Accounts
Order-Enabled
Stores
Revenue
60%
671%
101% 93%
28%
106%
0%
50%
100%
150%
700%
Ending
Retail
Accounts
Order-Enabled
Stores
Revenue
1) Retailer average revenue per account (“ARPA”) calculated as retailer revenue divided by total active retail accounts.

New York
The winner on 500+ of the most
common cannabis keyword searches(1)
New York
The winner on 500+ of the most
common cannabis keyword searches(1)
Brand dominance
Google Brand Search
Leafly
Weedmaps
Leafly.com
45.33%
Weedmaps
24.07%
SEM Rush
Leafly is poised to
win the East Coast
Consumer searches for Leafly eclipse our closest
competitor as legalization’s next big prize comes on line
1) Data shown covers portions of April and May 2021 period.

22
III. Content & Community

The trusted source and shopping destination for cannabis consumers
Consumers turn to us for all things cannabis – what’s happening in cannabis, what to buy, where to buy it
News, education, advocacy Strain library, 1.3MM+
customer reviews
Stores, products, brands
This strain does not make me
feel high, paranoid, or out of
it. Time goes by as normal, it
makes me feel normal and
gives me my life back.

24
WEBSITE US RANK(1)
Stockx.com 373
Booking.com 384
Sephora.com 385
Leafly.com 399
Redfin.com 543
Weedmaps.com 811
Iheartjane.com 14,152
Dutchie.com 26,786
Leafly’s content results in industry-leading search
Leafly content drives traffic to its products via peerless search engine optimization
1) Domestic desktop SEO power rankings as ranked by SEM Rush.
.
.
.

25
Leafly’s trusted voice shapes the dialogue around cannabis
Leafly’s reach is designed to positively influence the development of the cannabis industry
Vaping Crisis
CDC
The New York Times
NBC News
Cited by:
2MM views
Audience:
David Downs, Leafly, on NBC’s Today Show
“If you buy a fake
Gucci purse, it’s not
going to give you a
lung injury. But if you
buy a fake vape
cartridge, it just
might.”
-David Downs, Leafly
“If you buy a fake
Gucci purse, it’s not
going to give you a
lung injury. But if you
buy a fake vape
cartridge, it just
might.”
-David Downs, Leafly
“Innovation has eclipsed the sophistication
of consumers, regulators, and investigators.
We’ve been engaging in an uncontrolled
mass experiment with inhaling
concentrations of cannabinoids.”
-David Downs, Leafly, in New York Times

26
Leafly’s trusted voice drives consumer behavior
Leafly leverages its data and expertise to identify the products that consumers want to try and retailers want to sell
Strain of The Year
XX
Announced on Dec 8, 2020
112+%
Traffic:
64+%
Increase in search:
140+%
Increase in orders with Runtz:
“Regarded by many as the industry’s most
reliable source for accurate, up-to-date
information on thousands of unique cannabis
strains, Leafly’s seal of approval on a particular
varietal is akin to Rolling Stone declaring a
record to be the year’s top album.”
-SF Weekly | Zack Ruskin

Leafly converts its audience into shoppers
However someone ends up on Leafly, we deliver what they’re looking for
Discover
Find
Order
Add to bag
Add to bag
Path:
Strain research
Path:
Strain research
Path:
Store finder
Path:
Store finder
Path:
Product
search
Path:
Product
search
Read strain
information
Read strain
information
Shop strain-
linked products
Shop strain-
linked products
Find product
Find product
Shop
menu
Shop
menu
Find
nearby
Find
nearby
Dispensary
map
Dispensary
map
Leafly drives the top of the funnel

28
IV. Product Vision

Leafly’s accelerating flywheel
Leafly’s marketplace is an integral part of the cannabis ecosystem
More
Shoppers
More
Retailers /
Brands
More
Content
(Strains,
Reviews,
News)
Better
Matching
A more dynamic
marketplace
More User
Generated
Content
More
product
Selection
Brings new and
experienced
cannabis users
Platform
network effects
Marketplace
efficiencies
Leafly’s flywheel is anchored by its content-first approach, which attracts shoppers and drives transactions
Leafly’s flywheel is anchored by its content-first approach, which attracts shoppers and drives transactions

30
Leafly has the most comprehensive cannabis technology platform
Consumer Marketplace
Size of Audience
Consumer Matching
Technology
Content & Education Library
Reviews
Market Penetration
Ecomm-Enablement
Monetization at Scale Pre-
Federal Legalization
Data Insights
Leafly has an unrivaled consumer reach and opportunity to convert its audience into shoppers
B2B
B2C

31
125MM annual visitors driving
value for retailers and brands
1. Personalization and curation
2. Consumer deals and loyalty
3. Shopper retention (account
creation and benefits)
Personalized
Discovery
Experience
Product roadmap
Investing to own consumer shopping and realize existing value on the platform
Helping tens of thousands of
retailers and brands connect with
eager customers
1. POS, menu and order
integrations
2. Brand activation products and
services (brand digital
merchandising)
3. Enhanced deals functionality;
improved retailer/brand
interfaces
Scaled market-by-market and
with industry-leading content and
consumer experiences
1. ROI dashboards
2. New ad serving technology
and increased ad inventory
3. Auction bidding for
merchandising units
Increased
monetization
Supply side
platform
investments

32
Leafly’s data and product matching technology
Product matching technology is utilized throughout all that Leafly does
Monetization
Personalization
Behavioral
Segmentation
Effects
Supply-side
Demand-side
Data & Product Initiatives
Data Inputs

33
Meeting consumers where they are through data rich experiences
Using data and content, Leafly solves all of the questions consumers have about cannabis
Intent
I want to KNOW
“What’s the right
strain/product
for me?”
Intent
I want to BUY
“Buying this better be
easy! I have
alternatives.”
Intent
I want to GO or GET
“Where can I buy
weed near me? Can I
get it delivered?”
Intent
I want to DO
“I want to relieve my
stress and anxiety.”

34
Leafly’s proprietary personalization engine
Leafly’s technology solves one of the trickiest questions in cannabis – what product is right for me?

35
Dashboards and data insights for retailers and brands
Leafly provides retailers and brands with merchandising insights and campaign analytics
Retailers: Business Analytics and Merchandising Insights Brands: Campaign Analytics
Brands: Campaign Analytics
151
447
May-21 Aug-21
Brand Subscriptions

36
V. Financial Overview

37
Key drivers of the business model
2021E
2021E 2022E
2022E
Retail Accounts
% Growth
Purchase Frequency (per month)
AOV(2)
% Order-Enabled Accounts
4,888
4,888 6,277
6,277
53.5%
53.5% 59.9%
59.9%
Shoppers (in thousands)(1) 2,078
2,078 3,182
3,182
2.0x
2.0x 2.0x
2.0x
$98
$98
2023E
2023E 2024E
2024E
8,082
8,082
62.3%
62.3%
4,442
4,442
2.0x
2.0x
10,635
10,635
63.5%
63.5%
6,368
6,368
2.0x
2.0x
$97
$97
$98
$98 $98
$98
2020A
2020A
3,665
3,665
45.0%
45.0%
1,969
1,969
2.1x
2.1x
$102
$102
2019A
2019A
3,136
3,136
22.7%
22.7%
468
468
2.0x
2.0x
$91
$91
2018A
2018A
1,752
1,752
9.9%
9.9%
48
48
1.8x
1.8x
$89
$89
1) Cumulative count of active monthly shoppers for the annual period shown.
2) Average order value (“AOV”) calculated as GMV divided by total gross orders.
33.4%
33.4% 28.4%
28.4% 28.8%
28.8% 31.6%
31.6%
16.9%
16.9%
79.0%
79.0%
NA
NA

38
Leafly’s local market strategy is driving supply-side growth
Retailer and order-enabled accounts have grown consistently and maintained an accelerated pace post-COVID
Accounts and Order-Enabled Accounts(1)
Accounts and Order-Enabled Accounts(1)
Significant market share: 55% of legal retailers are on Leafly’s platform(2)
Significant market share: 55% of legal retailers are on Leafly’s platform(2)
1) Retail accounts can include more than one store.
2) Company estimate as of 2Q’21.
1,592 1,538 1,653 1,752
2,164
2,626
2,823
3,136 3,274 3,240
3,407
3,665
3,961
4,420
0% 1%
6%
10% 12%
18%
22% 23%
33%
41%
42%
45% 45%
50%
1Q '18 2Q '18 3Q '18 4Q '18 1Q '19 2Q '19 3Q '19 4Q '19 1Q '20 2Q '20 3Q '20 4Q '20 1Q '21 2Q '21
Total Active Accounts % of Total Order-Enabled

39
Leafly attracts highly valuable shoppers
Quarterly Visitors and Sessions
Quarterly Visitors and Sessions
Orders (k)
Orders (k) Growth in Spend per Shopper by Annual Cohort(1)
Growth in Spend per Shopper by Annual Cohort(1)
Leafly shoppers spend 2x more than in-store purchasers(2)
Leafly shoppers spend 2x more than in-store purchasers(2)
1) Shoppers are placed in a cohort based upon the year in which they made their first purchase and the growth describes the amount of retained GMV for any period divided by the amount of retained customers for that period.
2) Company estimate for the periods shown.
0%
50%
100%
150%
200%
250%
300%
350%
1 4 7 10 13 16 19 22 25 28 31
Months
2018 2019 2020
0k 3k 17k
64k
111k
199k
292k
354k
599k
1,364k
1,168k
1,050k1,060k
960k
1Q
'18
2Q
'18
3Q
'18
4Q
'18
1Q
'19
2Q
'19
3Q
'19
4Q
'19
1Q
'20
2Q
'20
3Q
'20
4Q
'20
1Q
'21
2Q
'21

40
Historical financials
Gross Profit (MM)
Gross Profit (MM)
Revenue (MM)
Revenue (MM)
Operating Income/(Loss)(²) (MM)
Total Operating Expenses(²) (MM)
37.4%
37.4% 21.0%
21.0% 18.2%
18.2%
Growth %
Growth %
189.6%
189.6% 108.7%
108.7% 123.2%
123.2%
87.0%
87.0% 86.4%
86.4% 88.2%
88.2%
% Margin
% Margin
NM
NM NM
NM NM
NM
% Margin
% Margin
91.3%
91.3%
15.7%
15.7%
121.2%
121.2%
($6.5)
($30.9)
($8.1)
($15.0)
2018A 2019A 2020A 2021E
NM
NM
Retail Revenue:
Brands Revenue(1):
1) Brands revenue includes ‘other’ revenue.
2) Operating Expenses and Operating Income/(Loss) exclude non-cash expenses associated with accounting for stock-based compensation, warrants, and earn-outs. Projected Operating Expenses include ongoing public company
costs of $3.5MM in 2021E.
$20.0
$26.2
$31.4
$38.0
2018A 2019A 2020A 2021E
$26.5
$57.0
$39.6
$53.0
2018A 2019A 2020A 2021E
% of Revenue
% of Revenue
$18.9 $23.7
$29.6 $34.3
$2.9
$6.3
$6.8
$8.7
$21.9
$30.1
$36.4
$43.0
2018A 2019A 2020A 2021E

41
$34.3 $52.3
$80.7
$120.8
$8.7
$13.1
$20.4
$30.0
$43.0
$65.3
$101.1
$150.9
2021E 2022E 2023E 2024E
Financial projections
$53.0
$87.0
$104.5
$117.9
2021E 2022E 2023E 2024E
Illustrative Long-Term
Margin: 88.0%
Illustrative Long-Term
Margin: 25.0%
Gross Profit (MM)
Gross Profit (MM)
Revenue (MM)
Revenue (MM)
51.9%
51.9% 54.8%
54.8% 49.2%
49.2%
Growth %
Growth %
133.2%
133.2% 103.3%
103.3% 78.2%
78.2%
% of Revenue
% of Revenue
18.2%
18.2%
123.2%
123.2%
88.0%
88.0% 88.0%
88.0% 88.0%
88.0%
% Margin
% Margin
NM
NM NM
NM 9.8%
9.8%
88.2%
88.2%
NM
NM
% Margin
% Margin
$38.0
$57.5
$89.0
$132.8
2021E 2022E 2023E 2024E
Retail Revenue:
Brands Revenue(1):
costs of $3.5MM in 2021E and $7MM+ thereafter.
($15.0)
($29.5)
($15.5)
$14.8
2021E 2022E 2023E 2024E

42
$21.9
$38.9
$51.1
$60.3
2021E 2022E 2023E 2024E
Projected operating expenses
Product Development (MM)
Product Development (MM)
Sales and Marketing (MM)
Sales and Marketing (MM)
Total Operating Expenses(1) (MM)
Total Operating Expenses(1) (MM)
General and Administrative (MM)
General and Administrative (MM)
59.6%
59.6% 50.5%
50.5% 40.0%
40.0%
% of Revenue
% of Revenue
39.3%
39.3% 28.7%
28.7% 21.0%
21.0%
% of Revenue
% of Revenue
50.8%
50.8%
36.4%
36.4%
34.3%
34.3% 24.2%
24.2% 17.2%
17.2%
% of Revenue
% of Revenue 36.0%
36.0%
$15.5
$22.4
$24.4
$26.0
2021E 2022E 2023E 2024E
All Other G&A Costs:
Public Company Cost Component of G&A:
133.2%
133.2% 103.3%
103.3% 78.2%
78.2%
% of Revenue
% of Revenue 123.2%
123.2%
Sales and Marketing:
Product Development:
General and Administrative:
$12.2
$18.3 $21.4 $23.8
$3.5
$7.4
$7.6
$7.8
$15.6
$25.7
$29.0 $31.6
2021E 2022E 2023E 2024E
$21.9
$38.9 $51.1 $60.3
$15.5
$22.4
$24.4
$26.0
$15.6
$25.7
$29.0
$31.6
$53.0
$87.0
$104.5
$117.9
2021E 2022E 2023E 2024E

43
$43.0
$8.5 $9.5 $4.3 $65.3
2021E Total
Revenue
Increased
Monetization of
Existing Retail
Accounts
Monetization of
Newly Added
Retail Accounts
Incremental
Brands Revenue
2022E Total
Revenue
FY2021E – FY2022E financial discussion
• Total Revenue is expected to increase 51.9% in 2022 versus 2021
• Retail Revenue expected to increase 52.5% driven by:
‒ Improving monetization of both existing and new Retail accounts
‒ Additional Retail sales headcount in 2021 and 2022 backed by
track record of driving revenue growth with proper staffing
• Brands Revenue expected to increase 49.7% driven by:
– New products: full deployment of Brands subscription product,
Brands digital merchandising across platform and increased ad
inventory
– Increased Brands sales headcount during 2021 and 2022
– Increased production per Brands salesperson
• Increase Shopper traffic driving both Retail and Brands revenues
2021E
2021E
6ME
June ‘21
6ME
June ‘21
Retail Revenue $52.3
$52.3
$34.3
$34.3
Brands Revenue(1)
$13.1
$13.1
$8.7
$8.7
Total Revenue $65.3
$65.3
$43.0
$43.0
Gross Profit $57.5
$57.5
$38.0
$38.0
Operating Expenses(²)
$87.0
$87.0
$53.0
$53.0
Operating Income/(Loss)(²)
($29.5)
($29.5)
($15.0)
($15.0)
FY2021E vs. FY2022E Commentary
FY2021E vs. FY2022E Commentary
% Growth 52.5%
52.5%
15.8%
15.8%
% Growth 49.7%
49.7%
28.4%
28.4%
% Margin 88.0%
88.0%
88.2%
88.2%
% Growth 51.9%
51.9%
18.2%
18.2%
($ in millions)
($ in millions)
Revenue Bridge
Revenue Bridge
2022E
2022E
$16.0
$16.0
$4.1
$4.1
$20.1
$20.1
$17.8
$17.8
$19.5
$19.5
($1.8)
($1.8)
10.7%
10.7%
11.5%
11.5%
88.5%
88.5%
10.9%
10.9%

44
IV. Transaction Overview

45
Note: Amounts assume no redemptions of Merida public stock.
1) Pro-rated share issuance upon achievement of 90.0% of revenue target.
2) For 20 out of 30 days within two years of transaction close.
3) For 20 out of 30 days within three years of transaction close.
4) Sponsor earn-out will accelerate upon an Acceleration Event.
5) Up front sponsor and representative shares include 120,000 shares to MCMJ underwriter.
6) Includes ~$31.5MM of proceeds Leafly has raised via a private bridge round.
7) Excludes the impact of 10.0% fully diluted shares reserved under the Parent Incentive Plan and 2.5% fully diluted shares reserved under the Parent ESPP.
8) Includes 7.5% of ownership attributable to Leafly Bridge Investors.
Transaction Highlights
Transaction Highlights Sources and Uses (MM)
Sources and Uses (MM)
Pro Forma Valuation (MM)
Pro Forma Valuation (MM)
• $385.0MM equity value attributable to Leafly
• 100.0% equity rollover from Leafly
• 6.0MM shares in earn-outs to Leafly’s equityholders(1)
‒ 3.0MM shares vest if Leafly achieves $65.0MM in 2022 revenue OR
stock trading to $13.50⁽²⁾
‒ 3.0MM shares vest if Leafly achieves $101.0MM in 2023 revenue OR
stock trading to $15.50⁽³⁾
• MCMJ deferring 50.0% of promote into earn-outs⁽⁴⁾
‒ 25.0% vest if stock trades to $13.50⁽²⁾
‒ 25.0% vest if stock trades to $15.50⁽³⁾
Pro Forma Ownership at Close
Pro Forma Ownership at Close
Proposed transaction summary
Sources $ %
Shareholder Rollover $385.0 67.8%
MCMJ Cash in Trust $130.0 22.9%
Sponsor and Representative Shares⁽⁵⁾ $17.5 3.1%
Pre-Existing Cash on balance sheet⁽⁶⁾ $35.0 6.2%
Total Sources $567.5 100.0%
Uses $ %
Shareholder Rollover $385.0 67.8%
Cash to Balance Sheet $150.0 26.4%
Estimated Fees and Expenses $15.0 2.6%
Sponsor and Representative Shares⁽⁵⁾ $17.5 3.1%
Total Uses $567.5 100.0%
SPAC Shares
24%
Sponsor and
Representative
Shares⁽⁵⁾
3%
Leafly Shares⁽⁸⁾
73%
Illustrative Share Price $10.00
Pro Forma Shares Outstanding⁽⁷⁾ 53.8
Post-Money Equity Value $538.5
Plus: Debt -
Less: Cash⁽⁶⁾ (150.0)
Post-Money Enterprise Value $388.4
FY21E Revenue $43.0 9.0x

46
34.0% 34.6%
25.9%
41.1%
26.5%
41.8% 37.8% 45.1%
57.4%
88.1% 93.8%
68.7%
53.1%
73.6%
83.7%
93.5%
77.0%
70.6%
Benchmarking analysis
Revenue Growth 2020A – 2022E
Revenue Growth 2020A – 2022E
2021E – 2022E Average Gross Margins
2021E – 2022E Average Gross Margins
Median: 75.3%
Median: 75.3%
Source: CapIQ, FactSet, company filings and investor presentations. Market data as of 10/21/2021.
1) Porch Group’s FY2020A revenue is pro forma for the acquisition of Homeowners of America per the company’s filing.
Median: 39.5%
Median: 39.5%
(1)

47
5.9x 7.1x 8.6x
12.3x 11.2x
19.3x
17.8x
10.9x
5.8x
9.0x 10.3x 10.5x
14.9x 13.5x
25.3x 24.6x
14.4x
8.7x
Benchmarking analysis (cont.)
EV / 2022E Revenue
EV / 2022E Revenue
EV / 2021E Revenue
EV / 2021E Revenue
Median: 13.9x
Median: 13.9x
Median: 11.1x
Median: 11.1x
Source: CapIQ, FactSet, company filings and investor presentations. Market data as of 10/21/2021.

48
Growth vectors





Personalized discovery, curation and loyalty programs
Improved monetization of existing retailers
Brand subscriptions and digital merchandising
Attract new retailers, brands and shoppers as legalization expands
Ancillary services for retailers (loyalty) and
brands (custom activations)
 First party data partnerships
and IP licensing
 International expansion

49
Appendix

Leafly is ubiquitous in a rapidly growing cannabis market
Market Commentary Legalization Picture(1)
• Visitors can utilize Leafly prior to
legalization and, as a result, Leafly is
active in all 50 states and order-enabled
in 32 states
• 91% of U.S. adults support cannabis
legalization: 60% for recreational and
medical use and 31% for medical use
only(2)
• Legalization continues to accelerate
across North America with 10 states
passing or advancing cannabis
legalization since the beginning of 2020
• Newly legalized states on the East
Coast represent a large market
opportunity where Leafly has already
established a leading, consumer-facing
brand
• State governments facing tax shortfalls
continue to look at cannabis legalization
as an option to raise tax revenue
1) https://www.leafly.com/learn/legalization.
2) Pew Research Center.
Legal
Leafly order-enabled
32 States
7 Provinces
5 States
3 Provinces
Legal
Leafly active
Not order-enabled
Prohibited
Leafly active
Not order-enabled
13 States

51
Overview of potential federal legislative paths forward
Bill Overview
Cannabis
Administration and
Opportunity (CAO)
Act
• Legalizes cannabis: removes cannabis from the Controlled Substance Act and would legalize and regulate cannabis at the federal level
• Promotes social equity: reinvests cannabis tax money in communities most affected by the war on drugs by way of grants for states to offer job training,
reentry services, legal aid (including for expungement), literacy programs, youth recreation or mentoring programs, and health education programs & provides
avenues for expungement of certain federal cannabis offenses
• Leading bill in Congress due to primary sponsor: Senate Majority Leader Chuck Schumer (D-NY) introduced it July 14, 2021
• Allows interstate transport of cannabis, regardless of state-legal status
• Federal excise tax: 10% the first year, rising to 25% by year five
• Tax revenue dedication: a portion of the tax will fund loans to women, socially and economically disadvantaged minorities in the cannabis businesses
• Offers grants to states that create processes to automatically expunge sentences of those convicted of state-level cannabis offenses
• Transfers oversight of cannabis from DEA to FDA, ATF, and Treasury Dept’s Alcohol and Tobacco Tax and Trade Bureau
• Amazon has announced its support for the Act
• Current status: Comment period recently closed, now awaiting first committee hearing (unscheduled)
Marijuana
Opportunity Reinvest
and Expungement
(MORE) Act
• Legalizes cannabis: removes cannabis from the Controlled Substance Act and would legalize and regulate cannabis at the federal level
• Promotes social equity: invests in communities historically impacted by the federal prohibition of cannabis and the war on drugs & gives individuals the right to
petition for expungement of certain federal cannabis offenses
• Federal excise tax: 5% the first year, rising to 8% by year five
• Directs Small Business Administration to promote loans to legitimate cannabis businesses
• Requires the Bureau of Labor Statistics to collect data on the industry’s demographics to ensure those who have been economically disadvantaged are
meaningfully participating in the industry
• The House passed this bill 228-164 during the previous Congress, but it died in the Senate
• Bill was reintroduced by House Judiciary Chairman Jerry Nadler on May 28, 2021
• Current status: Cleared the House Judiciary Committee on a 26-15 vote on Sept. 30, 2021
Secure and Fair
Enforcement (SAFE)
Banking Act
• Does not legalize cannabis; enables access to banking services for state-legal cannabis business
• Prohibits federal banking regulators from restricting or penalizing a financial institution for providing services to a legitimate cannabis business
• Establishes that transactions from legitimate cannabis businesses do not fall under anti-money laundering activities
• Passed by the U.S. House of Representatives on April 20, 2021 by a vote of 321-101; now stalled in the Senate
• Awaiting consideration with the Senate Committee on Banking, Housing and Urban Affairs
• Current status: SAFE Banking was slipped into the National Defense Authorization Act for FY 2022 and passed the House on Sept. 23; Senate is not likely to
pass SAFE Banking as part of a defense re-authorization bill
Source: Information provided by Burns & Levinson, Sheppard Mullin and Tucker Arensberg on JD Supra.

52
Risk Factors Summary – Risks Related to Our Business and Industry
• We have a relatively short operating history in a rapidly evolving industry, which makes it difficult to evaluate our future prospects and may increase the risk that we will not be successful.
• We have a history of net losses, and we may not achieve or maintain profitability in the future, especially if our costs increase.
• If we fail to maintain and expand our client base, our revenue and our business will be harmed.
• If we do not successfully develop and deploy new products or services to address the needs of our customers, our business and results of operations could suffer.
• If we fail to expand effectively into new markets, both domestically and abroad, our revenue and our business will be harmed.
• We may fail to offer the optimal pricing of our products and solutions.
• Our international operations involve additional risks, and our exposure to these risks will increase as we expand internationally.
• The legal cannabis industry and market are relatively new, and this industry and market may not continue to exist or develop as anticipated or we may ultimately be unable to succeed in this new
industry and market.
• Federal law enforcement may deem our clients to be in violation of U.S. federal law, and, in particular the Controlled Substances Act. A change in U.S. federal policy on cannabis enforcement
and strict enforcement of federal cannabis laws against our clients would undermine our business model and materially affect our business and operations.
• Our business is dependent on U.S. state laws and regulations and Canadian federal and provincial laws and regulations pertaining to the cannabis industry.
• The laws, regulations regarding hemp-derived products are unsettled, and an adverse change in U.S. federal policy towards our suppliers would materially affect our business and operations.
• Allowing unlicensed or noncompliant businesses to access our products, or allowing businesses to use our solutions in a noncompliant manner, may subject us to legal or regulatory enforcement
and negative publicity, which could adversely impact our business, operating results, financial condition, brand and reputation.
• We generally do not, and cannot, ensure that our suppliers will conduct their business activities in a manner compliant with regulations and requirements applicable to the cannabis industry. As
a result, federal, state, provincial or local government authorities may seek to bring criminal, administrative or regulatory enforcement actions against our clients, which could have a material
adverse effect on our business, operating results or financial conditions, or could force us to cease operations.
• Because our business is dependent, in part, upon continued market acceptance of cannabis by consumers, any negative trends could adversely affect our business operations.
• Expansion of our business is dependent on the continued and future legalization of cannabis.
• If users do not value the quality and reliability of the reviews and other content that we display on our platform, they may stop or reduce the use of our products, which could adversely impact the
growth of our business.
• Negative publicity could adversely affect our reputation and brand.
• Our business depends in part on a strong brand, and any failure to maintain, protect and enhance our brand would hurt our ability to retain or expand our base of users, suppliers and partners, or
our ability to increase their level of engagement.
• We expect to face increased competition in the market.
• If we fail to manage our growth effectively, our brand, results of operations and business could be harmed.
• We rely on the performance of highly skilled personnel, and if we are unable to attract, retain and motivate well-qualified employees, our business could be harmed.
• We rely on traffic to our website from search engines like Google, Yahoo! and Bing, as well as paid digital advertising and social media marketing. If our website fails to rank prominently in
unpaid search results, traffic to our website could decline and our business would be adversely affected.
• If our current marketing model is not effective in attracting new brand and retailer clients, we may need to employ higher-cost sales and marketing methods to attract and retain brand and
retailer clients, which could adversely affect our profitability.
• Mobile is an important component of our business, and it presents unique risks.
• We may not timely and effectively scale and adapt our existing technology and network infrastructure to ensure that our platform is accessible.
• We rely on third-party service providers for certain aspects of our business.
• Our payment system and the payment systems of our suppliers depend on third-party providers and are subject to evolving laws and regulations.

53
Risk Factors Summary – Risks Related to Our Business and Industry
• We track certain performance metrics with internal tools and do not independently verify such metrics. Certain of our performance metrics are subject to inherent challenges in measurement,
and real or perceived inaccuracies in such metrics may harm our reputation and negatively affect our business.
• The traffic to our website and mobile application may decline and our business may suffer if other companies copy information from our platform and publish or aggregate it with other
information for their own benefit.
• Real or perceived errors, failures, or bugs in our platform could adversely affect our operating results and growth prospects.
• If our security measures are compromised, or if our platform is subject to attacks that degrade or deny the ability of users to access our content, users may curtail or stop use of our platform.
• We rely upon cloud-based data centers, infrastructure and technologies provided by third parties, and technology systems and electronic networks supplied and managed by third parties, to
operate our business, and interruptions or performance problems with these systems, technologies and networks may adversely affect our business and operating results.
• The impact of worldwide economic conditions, including the resulting effect on advertising spending by businesses, may adversely affect our business, operating results and financial condition.
• Our business is subject to the risks of earthquakes, fires, floods, droughts, climate change, crop failure due to weather or other factors, water shortages and other natural catastrophic events
and to interruption by man-made problems such as computer viruses or terrorism.
• Our operations and employees face risks related to health crises, such as the ongoing COVID-19 pandemic, that could adversely affect our financial condition and operating results. The COVID-
19 pandemic could materially affect our operations, including at our headquarters or anywhere else we operate, and the business or operations of our suppliers, consumers, partners or other
third parties with whom we conduct business.
• Because we recognize most of the revenue from our advertising products over the term of an agreement, a significant downturn in our business may not be immediately reflected in our results of
operations.
• We expect a number of factors to cause our operating results to fluctuate on a quarterly and annual basis, which may make it difficult to predict our future performance.
• Our typical practices as it relates to consumer safety and engagement on our platform may pose a risk to our relationships with advertising partners.
• We are subject to governmental laws, regulations and other legal obligations, particularly related to privacy, data protection and information security, and any actual or perceived failure to
comply with such obligations could harm our business.
• Our business could suffer if the jurisdictions in which we operate change the way in which they regulate the internet, including regulations relating to user-generated content and privacy.
• We face potential liability and expense for legal claims based on the content on our platform.
• We may acquire other companies or technologies, which could divert our management’s attention from the business, result in additional dilution to our stockholders and otherwise disrupt our
operations and harm our operating results.
• We may need to raise additional capital, which may not be available on favorable terms, if at all, causing dilution to our stockholders, restricting our operations or adversely affecting our ability
to operate our business.
• Our business and operating results may be harmed if we are deemed responsible for the collection and remittance of state sales taxes or other indirect taxes for suppliers using our order
functionality.
• Our international footprint may subject us to potential adverse tax consequences in various jurisdictions.
• Changes in tax laws or regulations and compliance in multiple jurisdictions may have a material adverse effect on our business, cash flow, financial condition or operating results.
• Changes in accounting standards or other factors could negatively impact our future effective tax rate.
• We identified a material weakness in our internal control over financial reporting. If we are unable to remediate this material weakness, or if we identify additional material weaknesses in the
future or otherwise fail to maintain an effective system of internal controls, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely
affect our business and stock price.

54
Risk Factors Summary – Additional Risks Related to the Cannabis Industry
and Our Intellectual Property
• Cannabis remains illegal under federal law, and therefore, strict enforcement of federal laws regarding cannabis would likely result in our inability to execute our business plan.
• Our business and our suppliers are subject to a variety of U.S. and foreign laws regarding financial transactions related to cannabis, which could subject our suppliers to legal claims or otherwise
adversely affect our business.
• Our operations may be negatively affected by the way other private companies interpret laws and regulations applicable to the cannabis industry, or their policies and practices with respect to
the cannabis industry.
• We are dependent on our banking relations, and we may have difficulty accessing or consistently maintaining banking or other financial services due to our connection with the cannabis
industry.
• The continuing proliferation of unlicensed and illicit cannabis operations may negatively affect our suppliers and our operations.
• We may have difficulty using bankruptcy courts due to our involvement in the regulated cannabis industry.
• The conduct of third parties may jeopardize our business.
• The conduct of third parties may jeopardize our regulatory compliance.
• We believe that Section 230(c)(1) of the Communications Decency Act provides immunity from civil and state criminal liability, but it is possible that it does not.
• We may continue to be subject to constraints on marketing our products.
• Cannabis businesses are subject to unfavorable U.S. tax treatment, which reduces our clients’ profitability and could result in decreased demand for our services.
• Service providers to cannabis businesses may also be subject to unfavorable U.S. tax treatment.
• Cannabis businesses may be subject to civil asset forfeiture.
• Due to our involvement in the cannabis industry, we may have a difficult time obtaining the various insurances that are desired to operate our business, which may expose us to additional risk
and financial liability.
• There may be difficulty enforcing certain of our commercial agreements and contracts.
• Certain of our directors, officers, employees and investors who are not U.S. citizens may face constraints on cross-border travel into the United States.
• We are, and may in the future be, subject to disputes and assertions by third parties that we violate their intellectual property rights. These disputes may be costly to defend and could harm our
business and operating results.
• Some of our solutions contain open source software, which may pose particular risks to our proprietary software and solutions.
• Failure to protect or enforce our intellectual property rights could harm our brand, business and results of operations.
• We may be unable to continue to use our existing domain names, or prevent third parties from acquiring and using domain names that infringe on, are similar to, or otherwise decrease the value
of our brand or our trademarks or service marks.

55
Proprietary & confidential
This document contains information that is
proprietary, confidential and/or exempt from
disclosure. It may also contain trade secrets or other
materials the release of which may cause prejudice or
loss to Leafly Holdings, Inc., and its subsidiaries. No
waiver whatsoever is intended by sharing this
document which is intended only for the named
recipient(s). Unauthorized use, dissemination or
copying is prohibited. If you receive this document in
error, please notify the sender and destroy all copies.

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